MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) is
entered into and made effective as of 19th Nov, 2007, by and
between Atmel Corporation, including its subsidiaries and
affiliates, with offices at 2325 Orchard Parkway, San Jose,
California 95131 (collectively "Atmel") and Heng Yu
Technology Ltd., with offices at Room 1503-5, 15/F., Nan
Fung Commerical Centre, 19 Lam Lok Street, Kowloon
Bay, Kowloon, Hong Kong ("Company").
1. Confidential Information. “Confidential Information”
means nonpublic information disclosed by a party (“Disclosing
Party”) to the other party (“Receiving Party”) under this
Agreement. Confidential Information may include, but is not
limited to, specifications, designs, process information,
technical data, marketing plans, business plans, customer
names, product roadmaps, pricing, prototypes, toolkits,
software, and/or intellectual property. Confidential Information
must be marked as “confidential,” “proprietary,” or similar
legend. If disclosed in verbal or visual form, Confidential
Information must be reduced to writing, marked, and delivered
to the Receiving Party within thirty (30) days. Notwithstanding
the foregoing, Confidential Information shall include all
information that is known to the Receiving Party, or reasonably
should be known to the Receiving Party, to be confidential.
2. Obligations of the Receiving Party. For a period of five
(5) years (except as provided in Section 3 below) from the date
of disclosure of any Confidential Information, the Receiving
Party shall (a) use the Disclosing Party’s Confidential
Information only for internal evaluation purposes, (b) protect
the Disclosing Party's Confidential Information in the same
manner and with the same degree of care, but not less than a
reasonable degree of care, with which it protects its own
confidential information, (c) not disclose Confidential
Information to any third party other than the Receiving Party’s
employees, contractors, and representatives who have a direct
“need to know” and who have executed or shall execute written
agreements with confidentiality obligations at least as
restrictive as those contained herein, and (d) not reverse
engineer, de-compile or disassemble any Confidential
Information.
3. Extended Period of Confidentiality. All Confidential
Information disclosed by Atmel relating to Smartcard IC and/or
Secure Microcontroller technologies shall have a confidentiality
period of ten (10) years from the date of disclosure of any
such Confidential Information.
4. Exclusions. This Agreement imposes no obligation on
the Receiving Party with respect to information that (a) was
rightfully in the Receiving Party’s possession before receipt
from the Disclosing Party without any obligation of
confidentiality, (b) is, or subsequently becomes, legally and
publicly available through no fault of the Receiving Party, (c) is
rightfully received by the Receiving Party from a third party
without any obligation of confidentiality, (d) is disclosed by the
ATMEL
By:___________________________________________By:___________________________________________
Name:________________________________________Name:H.K. Chan
Title:_________________________________________Title:R&D Manager
Mutual Non-Disclosure Agreement (September 2004)
Disclosing Party to a third party without any obligation of
confidentiality, or (e) is independently developed by the
Receiving Party. Further, the Receiving Party may disclose
Confidential Information pursuant to a valid order issued by a
court or government agency, provided that the Receiving Party
provides the Disclosing Party (a) prior written notice of such
obligation, and (b) the opportunity to oppose such disclosure.
5. Title. Title or the right to possess Confidential
Information, as between the parties, will remain in the
Disclosing Party.
6. Disclaimer. The Disclosing Party provides all
Confidential Information on an “AS IS” basis. The Disclosing
Party disclaims all warranties, including any warranties as to
the accuracy or utility of Confidential Information.
7. Limited Purpose. Nothing contained herein shall be
construed as creating any agency or partnership relationship
between the parties, nor as creating an express or implied
license grant from either party to the other.
8. Export Regulations. The parties agree to comply with all
applicable United States and foreign export laws and
regulations.
9. Remedies. Each party acknowledges that monetary
remedies may be inadequate to protect Confidential
Information and that injunctive relief may be appropriate to
protect such Confidential Information.
10. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of
California.
11. General. Neither party may assign any rights or delegate
any obligations under this Agreement without the prior written
consent of the other party. The failure of either party to
enforce any right resulting from breach of any provision of this
Agreement by the other party shall not be deemed a waiver of
any right relating to a subsequent breach of such provision or
of any other right hereunder. If any of the provisions of this
Agreement are determined to be invalid, illegal or
unenforceable, the remaining provisions shall remain in full
force and effect. This Agreement constitutes the entire
agreement between the parties as to the subject matter hereof.
This Agreement may not be amended except in writing signed
by a duly authorized representative of the respective parties.
12. Term. Either party may terminate this Agreement at any
time without cause upon notice to the other party; however, the
obligations of the Receiving Party shall survive the termination
of this Agreement as set forth herein. Upon request by the
Disclosing Party, the Receiving Party shall promptly return all
Confidential Information, which it received from the Disclosing
Party along with all copies and derivatives thereof.
COMPANY